Pathfinder Ventures Inc. is pleased to announce that on February 10, 2022, it entered into a Letter of Intent with Black Sheep Income Corp., a private B.C. company with RV and self storage assets, to acquire all of the shares of BSIC for a combination of Pathfinder shares and cash. Upon completion of the acquisition, Mr. Mark O’Donoghue and Ms. Cathy Butler will join the executive management team and Ms. Butler, the Board of Directors.
Under the terms of the LOI, Pathfinder will acquire a 100% interest in BSIC, which wholly owns and operates one stabilized RV & self storage business located in Penticton and one operating self storage site with re-development potential in Nanaimo, B.C. Pathfinder will also acquire the contracts from BSIC to purchase two existing RV parks and campgrounds, one located in Columbia Valley along the Kooteney River of B.C. and the other along the North Saskatchewan River in the foothills of the Rocky Mountains of Alberta.
We are really looking forward to the financial management and operational expertise that Mark and Cathy offer the Pathfinder team and we look forward to this additional leadership to continue to fuel the growth of Pathfinder Ventures.”
The options to acquire additional RV resorts and campgrounds substantially increases the Corporation’s pipeline of projects and could represent Pathfinder Camp Resorts’ expansion into Alberta, Canada.
Pathfinder shall acquire all the outstanding shares of BSIC for an aggregate purchase price of approximately $4.5 million, to be satisfied by way of 20% by payment in cash and the remaining proportion of 80% by issuance of Pathfinder common shares at an agreed deemed price of $0.20 per Pathfinder common share.
Subsequently, twenty percent (20%) of the Consideration Shares shall be subject to escrow until July 15, 2023. In the event that the Pathfinder common shares trade or close on the Exchange at a price of $0.25 or more for 10 consecutive trading days on or before the last day of the Escrow Period, the Escrow Shares will be returned to treasury and cancelled. In the event that the Escrow Trigger has not occurred on or before the last day of the Escrow Period, the Escrow Shares shall be released to the registered holders thereof. If the escrow cancellation is triggered and the common shares are returned to Pathfinder, the effective price per Consideration Share would be $0.25. BSIC also has $800,000 in convertible debentures outstanding which will be assumed by Pathfinder and become convertible with terms to be negotiated in the definitive agreement.
Joe Bleackley, Founder and CEO commented: “We are very excited to execute on our business strategy to expand into the RV and self storage business, add RV resort and campground locations to our pipeline, and have two senior executives join the Pathfinder team. The continued growth in RV sales and outdoor recreation has led to an increase in demand for RV & boat storage locations, and high-density development planned in our target locations are contributing to demand for self storage. We are really looking forward to the financial management and operational expertise that Mark and Cathy offer the Pathfinder team and we look forward to this additional leadership to continue to fuel the growth of Pathfinder Ventures.”